SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement | | Confidential, For Use of the Commission
|X| Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to
|_| Rule 14a-11(c) or Rule 14a-12
ParkerVision, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PARKERVISION, INC.
8493 Baymeadows Way
Jacksonville, Florida 32256
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 10, 1999
--------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
ParkerVision, Inc. ("Company") will be held at the Omni Rosen Hotel, 9840
International Drive, Orlando, Florida 32819 on June 10, 1999 at 9:00 a.m. local
time, for the following purposes:
1. To elect nine directors to hold office until the Annual Meeting
of Shareholders in 2000 and until their respective successors
have been duly elected and qualified; and
2. To consider and act upon a proposal to amend the 1993 Stock Plan;
and
3. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on April 23, 1999 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
April 30, 1999
<PAGE>
PARKERVISION, INC.
-------------
PROXY STATEMENT
-------------
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
ParkerVision, Inc. ("Company") to be used at the Annual Meeting of Shareholders
of the Company to be held at 9:00 a.m. local time, on June 10, 1999 and any
adjournment or adjournments thereof ("Annual Meeting"). The Annual Meeting will
be held at the Omni Rosen Hotel, 9840 International Drive, Orlando, Florida,
32819. The matters to be considered at the meeting are set forth in the attached
Notice of Meeting.
The Company's executive offices are located at 8493 Baymeadows Way,
Jacksonville, Florida 32256. This Proxy Statement and the enclosed form of proxy
are first being sent to shareholders on or about April 30, 1999.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on April 23,
1999 as the record date for determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting or any and all adjournments thereof. As of
April 23, 1999 the issued and outstanding voting securities of the Company were
11,760,458 shares of Common Stock, par value $.01 per share ("Common Stock"),
the holders of which are entitled to one vote for each share of Common Stock.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the
Board of Directors. The persons named in the proxy have been designated as
proxies by the Board of Directors. Any proxy given pursuant to such solicitation
and received in time for the meeting will be voted as specified in such proxy.
If no instructions are given, proxies will be voted "FOR" the election of the
nominees listed below under the caption "Election of Directors," "FOR" adoption
of the amendment to the 1993 Stock Plan ("Stock Plan") and in the discretion of
the proxies named in the proxy with respect to any other matters properly
brought before the meeting and any adjournments thereof. Any proxy may be
revoked by written notice received by the Secretary of the Company at any time
prior to the voting thereof, by submitting a subsequent proxy or by attending
the Annual Meeting and voting in person. Attendance by a shareholder at the
Annual Meeting does not alone serve to revoke his or her proxy.
The presence, in person or by proxy, of a majority of the votes
entitled to be cast at the meeting will constitute a quorum at the meeting. A
proxy submitted by a shareholder may indicate that all or a portion of the
shares represented by such proxy are not being voted ("shareholder withholding")
with respect to a particular matter. Similarly, a broker may not be permitted to
vote stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either shareholder withholding or broker non-vote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
<PAGE>
The Directors will be elected by a plurality of the votes cast at the
meeting. "Plurality" means that the nominees who receive the highest number of
votes will be elected as the directors of the Company. Consequently, any shares
not voted "FOR" a particular nominee (because of either shareholder withholding
or broker non-vote), will not be counted in such nominee's favor.
The amendment to the Stock Plan, must be approved by the affirmative
vote of a majority of the votes cast at the meeting. Abstentions from voting
with respect to the amendment to the Stock Plan are counted as "votes cast" with
respect to such proposal and, therefore, have the same effect as a vote against
the proposal. Shares deemed present at the meeting but not entitled to vote on
the amendment to the Stock Plan (because of either shareholder withholding or
broker non-vote) are not deemed "votes cast" with respect to such proposal and
therefore will have no effect on such vote.
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
shareholder withholding or broker non-vote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1998, which contains audited financial statements, is being mailed
with this Proxy Statement on or about April 30, 1999, to all persons who were
shareholders of record as of the close of business on April 23, 1999.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of April 23,
1999 with respect to the stock ownership of (i) those persons or groups who
beneficially own more than 5% of the Company's Common Stock, (ii) each director
of the Company, (iii) each executive officer whose compensation exceeded
$100,000 in 1998, and (iv) all directors and executive officers of the Company
as a group (based upon information furnished by such persons).
Amount and Nature Percent
of Beneficial of
Name of Beneficial Owner Ownership Class
- ------------------------ ------------------ -------
Jeffrey L. Parker(2) 2,867,616 (3)(4) 23.9%
J-Parker Family Limited Partnership(5) 2,529,402 (4) 21.5%
Todd Parker(2) 1,049,983 (6)(7) 8.9%
T-Parker Family Limited Partnership(5) 915,255 (7) 7.8%
Stacie Parker Wilf(2) 1,069,811 (8)(9) 9.1%
S-Parker-Wilf Family Limited Partnership(5) 961,811 (9) 8.2%
Richard L. Sisisky 32,000 (10) 0.3%
David F. Sorrells 22,200 (11) 0.2%
Francesco Bolgiani 115,000 (12) 1.0%
William A. Hightower 12,500 (13) 0.1%
William L. Sammons 102,000 (14) 0.9%
Arthur G. Yeager 45,200 (15) 0.4%
Walter Scheuer and certain other persons
and entities 854,200 (16) 7.3%
All directors and executive officers as
a group (ten persons) 5,332,810 (17) 43.1%
2
<PAGE>
(1) Percentage includes all outstanding shares of Common Stock plus, for each
person or group, any shares of Common Stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 8493 Baymeadows Way, Jacksonville, Florida 32256.
(3) Includes 255,000 shares of Common Stock issuable upon immediately
exercisable options and 6,000 shares owned of record by Mr. Parker's three
children over which he disclaims ownership, and excludes 40,000 shares
issuable upon options that may vest in the future.
(4) J-Parker Family Limited Partnership is the record owner of 2,529,402 shares
of Common Stock. Mr. Jeffrey L. Parker has sole voting and dispositive
power over the shares of Common Stock owned by the J-Parker Family Limited
Partnership, as a result of which Mr. Jeffrey Parker is deemed to be the
beneficial owner of such shares.
(5) The entity's address is 409 S. 17th Street, Omaha, Nebraska 68102.
(6) Includes 82,500 shares of Common Stock issuable upon immediately
exercisable options.
(7) T-Parker Family Limited Partnership is the record owner of 915,255 shares
of Common Stock. Mr. Todd Parker has sole voting and dispositive power over
the shares of Common Stock owned by the T-Parker Family Limited
Partnership, as a result of which Mr. Todd Parker is deemed to be the
beneficial owner of such shares.
(8) Includes 45,000 shares of Common Stock issuable upon immediately
exercisable options and 3,000 shares owned of record by Ms. Wilf's two
children over which she disclaims ownership.
(9) S-Parker Wilf Family Limited Partnership is the owner of 961,811 shares of
Common Stock. Ms. Wilf has sole voting and dispositive power over the
shares of Common Stock owned by the S-Parker Wilf Family Limited
Partnership, as a result of which Ms. Wilf is deemed to be the beneficial
owner of such shares.
(10) Includes 25,000 shares of Common Stock issuable upon immediately
exercisable options and excludes 475,000 shares issuable upon options that
may vest in the future.
(11) Includes 22,200 shares of Common Stock issuable upon immediately
exercisable options and excludes 369,400 shares issuable upon options that
may vest in the future.
(12) Includes 12,500 shares of Common Stock issuable upon immediately
exercisable options, 75,000 shares of Common Stock held by a company in
which Mr. Bolgiani and his wife have a 50% ownership interest, and 2,500
shares owned of record by Mr. Bolgiani's wife over which he disclaims
beneficial ownership.
(13) Includes 12,500 shares of Common Stock issuable upon immediately
exercisable options.
(14) Includes 93,000 shares of Common Stock issuable upon immediately
exercisable options.
(15) Includes 45,000 shares of Common Stock issuable upon immediately
exercisable options.
(16) Mr. Scheuer and thirty-two other persons and entities possess the
beneficial ownership as a group of 854,200 shares of Common Stock. Of these
shares, Mr. Walter Scheuer has sole voting and dispositive power over
90,000 shares of Common Stock and shares voting and dispositive power with
other members of the group over 764,200 shares of Common Stock,
representing 7.3% of the outstanding Common Stock. The other members of the
group have reported sole or shared voting and dispositive power over
varying amounts of the shares of Common Stock indicated in the table, but
none claims beneficial ownership of 5% or more of the Common Stock on an
individual basis. Mr. Scheuer's address is 635 Madison Avenue, New York, NY
10022.
3
<PAGE>
(17) Includes 592,700 shares of Common Stock issuable upon immediately
exercisable options held by directors (see notes 3, 6, 8, 10, 11, 12, 13,
14 and 15 above) and 16,500 shares of Common Stock issuable upon
immediately exercisable options held by an executive officer not included
in the table and excludes 884,400 shares of Common Stock issuable upon
options that may vest in the future held by directors (see notes 3, 10 and
11 above) and 56,000 shares of Common Stock issuable upon options that may
vest in the future held by an executive officer not included in the table
above.
ELECTION OF DIRECTORS
The persons listed below have been designated by the Board of Directors
as candidates for election as directors to serve until the next annual meeting
of shareholders or until their respective successors have been elected and
qualified. Unless otherwise specified in the form of proxy, the proxies
solicited by management will be voted "FOR" the election of these candidates. In
case any of these nominees become unavailable for election to the Board of
Directors, an event which is not anticipated, the persons named as proxies, or
their substitutes, shall have full discretion and authority to vote or refrain
from voting for any other nominee in accordance with their judgment.
Director
Name Age Since Position
Jeffrey L. Parker 42 1989 Chairman of the Board and Chief Executive
Officer
Richard L. Sisisky 44 1998 President, Chief Operating Officer and
Director
David F. Sorrells 40 1997 Chief Technical Officer and Director
Stacie Wilf 40 1989 Secretary, Treasurer and Director
Francesco Bolgiani 60 1999 Director
William A. Hightower 55 1999 Director
Todd Parker 34 1989 Director
William L. Sammons 78 1993 Director
Arthur G. Yeager 65 1995 Director
Jeffrey L. Parker has been Chairman of the Board and Chief Executive
Officer of the Company since its inception in August 1989 and President of the
Company from April 1993 to June 1998. From March 1983 to August 1989, Mr. Parker
served as Executive Vice President and Sales Manager for Parker Electronics,
Inc. ("Parker Electronics"), a joint venture partner with Carrier Corporation
performing research development and marketing for the heating, ventilation and
air conditioning industry.
Richard L. Sisisky has been the President, Chief Operating Officer and
a director of the Company since June 1998. From 1988 to June 1998, Mr. Sisisky
served as Managing Director of The Shircliff Group, Inc., a firm specializing in
mergers, acquisitions and business valuations.
David F. Sorrells has been the Chief Technical Officer of the Company
since September 1996 and has been a director of the Company since January 1997.
From June 1990 to September 1996, Mr. Sorrells served as Engineering Manager for
the Company.
Stacie Wilf has been the Secretary and Treasurer and a director of the
Company since its inception. From January 1981 to August 1989, Ms. Wilf served
as the Controller and Chief Financial Officer of Parker Electronics.
4
<PAGE>
Francesco Bolgiani has been a director of the Company since March 1999.
Mr. Bolgiani has been Deputy Chairman of Gotthard Bank, Lugano, Switzerland
since 1994. From 1968 to 1994, Mr. Bolgiani held various other positions with
Gotthard Bank. Mr. Bolgiani is a director of VASO Medical, Inc., a public
company engaged in the business of medical devices.
William A. Hightower has been a director of the Company since March
1999. Mr. Hightower is the President and Chief Operating Officer and a director
of Silicon Valley Group, Inc., a position he has held since August 1997. Silicon
Valley Group, Inc. is a publicly held company which designs and builds
semiconductor capital equipment tools for chip manufacturers. From January 1996
to August 1997, Mr. Hightower served as Chairman and Chief Executive Officer of
CADNET Corporation, a developer of network software solutions for the
architectural industry. From August 1989 to January 1996, Mr. Hightower was the
President and Chief Executive Officer of Telematics International, Inc.
Todd Parker has been a director of the Company since its inception and
was a Vice President of the Company from inception to June 1997. Mr. Parker
acted as a consultant to the Company from June 1997 through November 1997. From
January 1985 to August 1989, Mr. Parker served as General Manager of
Manufacturing for Parker Electronics.
William L. Sammons has been a director of the Company since October
1993. From 1981 to 1985, Mr. Sammons was President of the North American
Operations of Carrier Corporation until he retired.
Arthur G. Yeager has been a director of the Company since December
1995. Mr. Yeager has been a sole practitioner of law specializing in patent,
trademark and copyright laws since 1960. He has an office located in
Jacksonville, Florida. Mr. Yeager provides legal services to the Company as one
of its patent and trademark attorney.
Messrs. Jeffrey and Todd Parker and Ms. Stacie Wilf are brothers and
sister.
Board Meetings and Committees
During the fiscal year ended December 31, 1998, the Board of Directors
met six times and acted by unanimous consent one time and with the exception of
David F. Sorrells, who missed one meeting, all directors attended each of the
meetings. The Board of Directors has two committees, the Audit Committee and the
Compensation Committee, the members of which are Arthur G. Yeager and William L.
Sammons. All the meetings of each committee were attended by all members of the
committee.
Members of the Board of Directors generally are elected annually by the
shareholders of the Company and may be removed as provided in the Business
Corporation Act of the State of Florida and the Company's Articles of
Incorporation.
Compensation of Outside Directors
Directors who are not employees of the Company receive no cash
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Non-employee directors
receive a fee of $1,000 for each board meeting attended, as well as
reimbursement of reasonable expenses incurred in attending meetings and they are
granted options to purchase shares of Common Stock as determined by the Board of
Directors.
Executive Compensation
The following tables summarize the cash compensation paid by the
Company to each of the executive officers (including the Chief Executive
Officer) who were serving as executive officers at the end of the fiscal year
ended December 31, 1998, for services rendered in all capacities to the Company
and its subsidiaries during the fiscal years ended December 31, 1998, 1997 and
1996, options granted to such executive officers during the fiscal year ended
December 31, 1998, and the value of all options granted to such executive
officers at the end of the fiscal year ended December 31, 1998.
5
<PAGE>
SUMMARY COMPENSATION TABLE
Fiscal Year Long Term
Ended Annual Compensation
12/31 Compensation Options/SARs (#)
-------- ------------ ---------------
Jeffrey L. Parker 1998 $210,500 12,500
Chairman of the Board and 1997 $161,500 112,500
Chief Executive Officer 1996 $100,000 100,000
Richard L. Sisisky 1998 $134,500 500,000
President, Chief Operating -- -- --
Officer and Director(1) -- -- --
(1) Mr. Sisisky commenced employment with the Company as the President and
Chief Operating Officer in June 1998.
The Company cannot determine, without unreasonable effort or expense,
the specific amount of certain personal benefits afforded to its employees, or
the extent to which benefits are personal rather than business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named in the preceding table, the lesser of $50,000 or 10% of the
compensation reported in the preceding table for such individual, or, in the
case of a group, the lesser of 50,000 for each individual in the group, or 10%
of the compensation reported in the preceding table for the group, and that such
information set forth in the preceding table is not rendered materially
misleading by virtue of the omission of the value of such personal benefits.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options/SARs
Underlying Granted to in Exercise or Expira-
Options/SARs Employees Base Price tion
Name Granted Fiscal Year ($/share) Date
- -------------------- ------------- ------------- ----------- -------
Jeffrey L. Parker 12,500 0.8% 19.00 2-2-08
Richard L. Sisisky(1) 500,000 35.2% 21.375 6-15-08
(1) Mr. Sisisky commenced employment with the Company as the President and
Chief Operating Officer in June 1998.
AGGREGATE FISCAL YEAR-END OPTION/SAR VALUES
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at
Year End (#) Fiscal Year End
---------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ------------ ------------- ----------- -------------
Jeffrey L. Parker 225,000 40,000 $3,099,063 $465,000
Richard L. Sisisky 25,000 475,000 $53,125 $1,009,375
6
<PAGE>
Employment Agreements
The Company entered into an employment agreement with Richard L.
Sisisky, the President and Chief Operating Officer of the Company. The agreement
was effective June 23, 1998, and it expires June 15, 2003. Under the agreement,
Mr. Sisisky receives an annual base salary of $250,000, and he may be paid a
bonus equal to five percent of the increase, if any, from the Company's pre-tax
operating income (as defined in the agreement) for the fiscal year immediately
preceding the bonus year to the pre-tax operating income for the bonus year. Mr.
Sisisky will receive medical and other benefits generally provided to other
senior executives of the Company. The Company may terminate the agreement for
disability or cause. The Company may terminate the agreement without cause on
ten days notice and Mr. Sisisky may terminate the agreement for good reason (as
defined in the agreement), in which case the Company will pay the annual base
salary and provide the benefits for a period of 18 months. Mr. Sisisky is
indemnified by the Company in respect of his actions as a director and officer
and is subject to confidential information and non-competition covenants in
favor of the Company.
Mr. Sisisky was awarded two stock options in connection with his
employment with the Company. The first option is for up to 250,000 shares of the
Common Stock, exercisable at a price per share of $21.375, vesting on December
31, in each year commencing 1998 through 2002, in the amount of 25,000, 50,000,
60,000, 75,000 and 45,000 shares, respectively. Once vested, these options
remain exercisable until June 15, 2008, except as provided in the option
agreement. The second option is for up to 250,000 shares of Common Stock,
exercisable at $21.375 per share. These options vest on December 15, 2003 and
once vested are exercisable until June 15, 2008, except as provided in the
option agreement. The vesting of the second allotment of options may be
accelerated based on the Company generating certain levels of gross profit or
the Common Stock attaining certain price levels.
1993 Stock Option Plan
In September 1993, the Board of Directors approved the Company's 1993
Stock Plan (the "Stock Plan") pursuant to which an aggregate of 500,000 shares
of Common Stock were initially reserved for issuance in connection with the
benefits available for grant. The Stock Plan was amended on September 19, 1996,
August 22, 1997, and November 16, 1998 by the Board of Directors to raise the
number of shares of Common Stock subject to the Stock Plan to 1,500,000,
2,000,000 and 3,500,000, respectively. The benefits may be granted in any one or
in combination of the following: (i) incentive stock options, (ii) non-qualified
stock options, (iii) stock appreciation rights, (iv) restricted stock awards,
(v) stock bonuses, (vi) other forms of stock benefit, or (vii) cash. Incentive
stock options may only be granted to employees of the Company. Other benefits
may be granted to consultants, directors (whether or not any such director is an
employee), employees and officers of the Company. To date, non-qualified options
to purchase an aggregate of 1,570,500 shares of Common Stock and incentive
options to purchase an aggregate of 325,250 shares of Common stock have been
granted and are outstanding under the Stock Plan.
Certain Relationships and Related Transactions
The Company leases its executive offices pursuant to a lease agreement
dated March 1, 1992 with Jeffrey L. Parker and Barbara Parker. Barbara Parker is
Mr. Parker's mother. The term of the lease expires in 2002 and is renewable for
two additional five-year terms. For the fiscal years ended December 31, 1998 and
1997, the Company incurred $310,404 and $174,465, respectively, in rental
expense under the lease. The Company believes that the terms of the lease are no
less favorable than could have been obtained from an unaffiliated third party.
Mr. Arthur G. Yeager served as patent counsel for the Company. In this capacity,
the Company paid Mr. Yeager fees totaling approximately $104,000 for the year
ended December 31, 1998.
7
<PAGE>
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The Compensation Committee of the Board of Directors sets the
compensation of the Chief Executive Officer and other executive officers and key
employees, subject to ratification by the Board of Directors.
General Compensation Policy. The Company operates in an extremely
competitive and rapidly changing high technology industry. The Compensation
Committee believes that the compensation program for executive officers of the
Company should be designed to attract, motivate and retain talented executives
responsible for the success of the Company. The Compensation Committee believes
the compensation program should be determined within a competitive framework and
should be based on achievement of overall financial results and individual
contribution.
Compensation Components. The three major components of the Company's
executive officer compensation are (i) base salary, (ii) annual cash incentive
awards in the form of a cash bonus and (iii) long-term equity-based incentive
awards in the form of stock option grants. The Compensation Committee's
determination of the compensation components for executive officers is highly
subjective and not subject to specific criteria. The Compensation Committee has,
however, compared its executives' compensation levels to independent
compensation surveys and compensation packages for executives in similarly sized
technology companies and has founds its compensation packages to be comparable.
The base salary for each executive officer is determined at levels
considered appropriate for comparable positions at other companies. Annual cash
bonuses are subjective and are based on the Company's achievement of financial
performance targets as well as individual contribution. Long-term equity-based
incentive awards, in the form of stock option grants, are determined
subjectively based on the executive's position within the Company, individual
performance, potential for future responsibility and promotion and the number of
unvested options held at the time of the new grant. The relative weight given to
each of these factors varies among individuals at the Compensation Committee's
discretion.
CEO Compensation. Mr. Jeffrey L. Parker, a founder of the Company, has
led the Company to several strategic achievements in 1998. During 1998, the
Compensation Committee set Mr. Parker's base salary at $275,000, representing a
57% increase. The annual base salary for Mr. Parker was based on evaluation of
his personal performance and the salary levels paid to chief executive officers
in similarly sized companies. To date, the Compensation Committee has not
established a variable incentive award for Mr. Parker, although the Compensation
Committee expects to establish a variable incentive award plan in 1999 based on
financial performance targets. The Compensation Committee does award stock
options to Mr. Parker based on achievement of qualitative corporate objectives.
During 1998, Mr. Parker was granted options to purchase 12,500 shares of the
Company's Common Stock at an exercise price of $19.00 per share. This award was
for serving as the Company's Chairman during 1997. The Compensation Committee
expects to award additional stock options to Mr. Parker in 1999 based on
achievement of certain qualitative objectives.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934, that might incorporate future filings made by the Company
under those statutes, the preceding Compensation Committee Report on Executive
Compensation and the Company Stock Performance Graph (set forth below) will not
be incorporated by reference into any of those prior filings, nor will such
report or graph be incorporated by reference into any future filings made by the
Company under those statutes.
THE COMPENSATION COMMITTEE
William L. Sammons
Arthur G. Yeager
8
<PAGE>
Performance Graph
The following graph shows a five-year comparison of cumulative total shareholder
returns for the Company, the Nasdaq U.S. Stock Market Index ("Nasdaq") and the
Hambrecht & Quist Communications Index ("H&Q") for the five years ending
December 31, 1998. The total shareholder returns assumes the investment of $100
in the Common Stock of the Company, the Nasdaq Index and the H&Q Index at the
beginning of the period, with immediate reinvestment of all dividends.
Cumulative Total Return
------ ----- ----- ----- ----- -----
12/93 12/94 12/95 12/96 12/97 12/98
PARKERVISION, INC. 100 71 150 257 345 448
NASDAQ STOCK MARKET (U.S.) 100 98 138 170 208 294
HAMBRECHT & QUIST 100 111 177 203 192 284
COMMUNICATIONS
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities ("ten
percent shareholders") to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the National Association
of Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 1998, all filing requirements applicable to
its executive officers, directors and ten percent shareholders were fulfilled.
APPROVAL OF AMENDMENT
TO
1993 STOCK PLAN
The Stock Plan currently provides for the grant of up to 2,000,000
shares of Common Stock upon the grant of various awards pursuant thereto.
Currently, 1,993,180 shares of Common Stock have been issued or allocated to
various awards, leaving 6,820 shares of Common Stock available for future
awards. Management has determined that the remaining number of shares are
insufficient to adequately provide for future awards to employees and other
eligible persons under the Stock Plan and to enable the Company to attract,
motivate and retain qualified management, executive and other personnel required
to support the development of the Company's business. Management believes that
including equity grants as a portion of employee compensation is an effective
way to align the interests of employees with those of the Company's
shareholders. Consequently, the Board of Directors has approved an amendment to
the Stock Plan to increase from 2,000,000 to 3,500,000 the number of shares of
Common Stock subject to the Stock Plan.
The Board of Directors recommends approval of the amendment to the
Stock Plan.
Summary of the 1993 Stock Plan
Administration
The Stock Plan is administered by the Board of Directors or, at its
discretion, by a committee (the "Committee") appointed by the Board of
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Directors, whose members serve at the pleasure of the Board of Directors. (If no
Committee is so designated, then all references herein to "Committee" shall mean
the Board of Directors.) The Committee has full authority, subject to the
provisions of the Stock Plan, to award (i) stock options, including both
incentive stock options and non-qualified options, (ii) replacement stock
options, (iii) restricted stock, (iv) stock appreciation rights, (v) bargain
purchases of Common Stock, and (vi) other stock based awards (collectively,
"Awards"). The Committee determines, among other things, the persons to whom
Awards may be granted ("Participants"), the specific type of Awards to be
granted, the number of shares of Common Stock subject to each Award, the
acquisition price of Common Stock subject to an Award, any restrictions or
limitations on such Awards, and any vesting, exchange, deferral, surrender,
cancellation, acceleration, termination, exercise or forfeiture provisions
related to such Awards. The interpretation and construction by the Committee of
any provisions of, and the determination of any questions arising under, the
Stock Plan or any rule or regulation established by the Committee pursuant to
the Stock Plan, shall be final, conclusive and binding on all persons interested
in the Stock Plan.
Shares Subject to the Stock Plan
The Stock Plan, as amended, currently authorizes the granting of up to
an aggregate of 2,000,000 shares of the Company's Common Stock to be acquired by
Participants. In order to prevent the dilution or enlargement of the rights of
Participants under the Stock Plan, the number of shares of Common Stock
authorized by the Stock Plan is subject to adjustment by the Board of Directors
in the event of any increase or decrease in the number of shares of outstanding
Common Stock resulting from a stock dividend, stock split, reverse stock split,
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Company's Common Stock. The shares of Common
Stock that may be acquired pursuant to Awards will be made available, in whole
or in part, from authorized and unissued shares of Common Stock or treasury
shares (i.e, shares of Common Stock purchased or acquired by the Company). If
any Award granted under the Stock Plan is forfeited or terminated, the shares of
Common Stock that were available pursuant to such Award shall again be available
for distribution in connection with Awards subsequently granted under the Stock
Plan.
Eligibility
Subject to the provisions of the Stock Plan, Awards may be granted to
employees, officers, directors and consultants of the Company. Awards that are
incentive options may be granted only to persons who, at the time of such grant,
are employees of the Company and persons who before the grant or as a result of
the grant, are not beneficial owners of 10% or more of the combined voting power
of all classes of securities of the Company.
Types of Awards
Options
The Stock Plan provides both for "incentive" stock options ("Incentive
Options") as defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), and for options not qualifying as Incentive Options
("Non-qualified Options"). The Committee will determine the number of shares of
Common Stock and the exercise price per share of Common Stock purchasable under
an Incentive or Non-qualified Option (collectively "Options"). The exercise
price of Incentive Options granted under the Stock Plan may not be less than
100% of the fair market value of a share of Common Stock on the date of grant.
Non-qualified options may be granted at any price determined by the Committee,
provided it is not less than the par value of a share of Common Stock.
The Committee determines when Options are to be granted and when they
may be exercised. Subject to any limitations or conditions the Committee may
impose, Options may be exercised, in whole or in part, at any time during the
term of the Option by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased. Such notice
must be accompanied by payment in full of the purchase price.
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Incentive Options granted under the Stock Plan are exercisable only by
the Participant during his or her employment with the Company. If permitted
under the terms of grant, Incentive Options may be exercised up to three months
after termination of the Participant's employment with the Company and still
afforded the tax treatment applicable to Incentive Options. If the termination
is due to death or disability, an Incentive Option may be exercised by the
executor or administrator of the Participant or the guardian of the Participant
and still afforded the tax treatment applicable to Incentive Options. Incentive
Options granted under the Stock Plan may not be transferred other than by will
or by the laws of descent and distribution.
Generally, all Options granted under the Stock Plan will be exercisable
by employee Participants during their period of employment with the Company.
Subject to determination of the Committee, the period of exercise generally will
be extended where the Participant's employment is terminated due to disability
or death. If the Participant's employment is terminated without cause or due to
normal retirement, subject to determination of the Committee the Option
generally will be exercisable in full for the lesser of one year after
termination or retirement or the balance of the term of the option. In the event
of any other termination of employment of the Participant, any outstanding
Option will terminate immediately. Options are exercisable only if the shares of
Common Stock to be purchased have been registered under the Securities Act of
1933 and applicable state securities laws or, if in the opinion of counsel to
the Company, the shares of Common Stock are exempt from registration.
Replacement Options
The Committee may grant a replacement option ("Replacement Option") to
any Participant who exercises all or part of an Option granted under the Stock
Plan using Common Stock as payment for the purchase price. A Replacement Option
shall grant to the Participant the right to purchase, at the fair market value
as of the date of said exercise and grant, the number of shares of Common Stock
equal to the sum of the number of whole shares of Common Stock (i) used by the
Participant in payment of the purchase price for the Option which was exercised,
and (ii) used by the Participant in connection with applicable withholding taxes
on such transaction. A Replacement Option may not be exercised for six months
following the date of grant, and shall expire on the same date as the Option
which it replaces.
Restricted Stock
The Committee may award shares of restricted stock ("Restricted
Stock"). Shares of Restricted Stock may be awarded either alone or in addition
to other Awards granted under the Stock Plan. The Committee determines the
persons to whom grants of Restricted Stock are made, the number of shares to be
awarded, the price (if any) to be paid for the Restricted Stock by the person
receiving such stock from the Company, the time or times within which awards of
Restricted Stock may be subject to forfeiture (the "Restriction Period"), the
vesting schedule and rights to acceleration thereof, and all other terms and
conditions of the awards.
The Committee may condition the award of Restricted Stock upon the
attainment of specified performance goals or such other factors or criteria as
the Committee may determine.
Restricted Stock awarded under the Stock Plan may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
other than to the Company during the applicable Restriction Period. Except for
the foregoing restrictions, the Participant shall, even during the Restriction
Period, have all of the rights of a shareholder, including the right to receive
all dividends declared on, and the right to vote, such shares.
In order to enforce the foregoing restrictions, the Stock Plan requires
that all shares of Restricted Stock awarded to the Participant remain in the
physical custody of the Company until the restrictions on such shares have
terminated.
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Stock Appreciation Rights
The Committee may grant Stock Appreciate Rights ("SARs" or singularly
"SAR") in conjunction with all or part of any Award granted under the Stock
Plan, or may grant SARs on a free-standing basis. In conjunction with
Non-qualified Options, SARs may be granted either at or after the time of the
grant of such Non-qualified Options. In conjunction with Incentive Options, SARs
may be granted only at the time of the grant of such Incentive Options. An SAR
entitles the Participant to surrender to the Company all or a portion of an
Option in exchange for an amount (payable in cash and/or Common Stock as
determined by the Committee) equal to the difference between the fair market
value of one share of Common Stock over the exercise price per share (as
specified by the related Option) multiplied by the number of shares subject to
the SAR. The agreement governing the SAR may limit the maximum amount of
appreciation taken into account under an SAR. An SAR may be restricted to being
exercisable only to the extent that a related Award is exercisable and only upon
surrender of a related Award. In the event of the exercise of an SAR, the
exercise of which is conditioned upon surrender of a related Award, the number
of shares of Common Stock that may be issued under the Stock Plan shall be
reduced by the number of shares of Common Stock covered by the Award or portion
thereof surrendered.
Other Stock Based Awards
The Committee may grant any other cash, stock or stock related awards
to a Participant under the Plan that the Committee deems appropriate, including
but not limited to, the bargain purchase of Common Stock and stock bonuses. Any
such Awards and agreements need not be identical. With respect to any Awards
under which Common Stock are or may in the future be issued (other than Common
Stock issued from the Company's treasury) for consideration other than prior
services, the amount of such consideration shall be equal to the amount (such as
the par value of such Common Stock) required to be received by the Company in
order to comply with applicable state law.
Shares of stock subject to stock based awards may not be sold,
assigned, transferred, pledged or otherwise encumbered, prior to the date the
shares are issued.
Payment Terms
The purchase price of Common Stock subject to an Award shall be paid in
cash. The Committee, in its discretion, may provide that any Award by its terms
may permit a Participant to elect alternative settlement methods from the
following: (a) cash equal to the excess of the value of one share of Common
Stock over the Award or purchase price times the number of shares of Common
Stock as to which the Award is exercised; (b) the number of full shares of
Common Stock having an aggregate value not greater than the cash amount
calculated under alternative (a); or (c) any combination of cash and stock
having an aggregate value not greater than the cash amount calculated under
alterative (a).
Withholding Taxes
Upon the exercise of any Award granted under the Stock Plan, the
Participant may be required to remit to the Company an amount sufficient to
satisfy all federal, state and local withholding tax requirements prior to
delivery of any certificate or certificates for shares of Common Stock. Subject
to certain stringent limitations under the Stock Plan and at the discretion of
the Company, the Participant may satisfy these requirements by electing to have
the Company withhold a portion of the shares to be received upon the exercise of
the Award or tender other shares of Common Stock having a value equal to the
amount of the withholding tax due under applicable federal, state and local
laws.
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Other Terms and Conditions
Agreements
Awards granted under the Stock Plan will be evidenced by written
agreements consistent with the Stock Plan in such form as the Committee may
prescribe. Neither the Stock Plan nor agreements thereunder confer any right to
continued employment or rights as a shareholder of the Company upon any
Participant.
Term; Amendments to and Termination of the Stock Plan
The Stock Plan was adopted by the Board of Directors and approved by
the shareholders on September 10, 1993 ("Effective Date"). The Stock Plan was
amended to increase the number of shares under the Stock Plan from 500,000
shares to 1,500,000 shares on September 19, 1996, and from 1,500,000 shares to
2,000,000 shares on August 22, 1999, which amendments were approved by the
shareholders at the 1996 and 1997 annual meetings. The current amendment to
increase the number of shares under the Stock Plan from 2,000,000 shares to
3,500,000 shares was adopted by the Board of Directors on November 16, 1998.
Unless terminated by the Board of Directors, the Stock Plan shall
continue to remain effective until such time as no further Awards may be granted
and all Awards granted under the Stock Plan are no longer outstanding.
Notwithstanding the foregoing, grants of Incentive Options may only be made
during the ten-year period following the Effective Date.
The Board of Directors may at any time, and from time to time, amend,
alter, suspend or discontinue any of the provisions of the Stock Plan, but no
amendment, alteration, suspension or discontinuance shall be made which would
impair the rights of a Participant under any Award theretofore issued under the
Stock Plan, without his or her consent.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the Stock Plan is only a summary of the general rules
applicable to the grant and exercise of stock options and does not purport to
give specific details on every variable and does not cover, among other things,
state, local and foreign tax treatment of participation in the Stock Plan. The
information is based on present law and regulations, which are subject to being
changed prospectively or retroactively.
Incentive Options
The Participant will recognize no taxable income and the Company will
not qualify for any deduction upon the grant or exercise of an Incentive Option.
Upon a disposition of the shares underlying the option after the later of two
years from the date of grant or one year after the issuance of the shares to the
Participant, the Participant will recognize the difference, if any, between the
amount realized and the exercise price as long-term capital gain or long-term
capital loss (as the case may be) if the shares are capital assets. The excess,
if any, of the fair market value of the shares on the date of exercise of an
Incentive Option over the exercise price will be treated as an item of
adjustment in computing the alternative minimum tax for a Participant's taxable
year in which the exercise occurs and may result in an alternative minimum tax
liability for the Participant. If the Common Stock acquired upon the exercise of
an Incentive Option are disposed of before expiration of the necessary holding
period of two years from the date of the grant of the Option and one year after
the exercise of the Option, (i) the Participant will recognize ordinary
compensation income in the taxable year of disposition in an amount equal to the
excess, if any, of the lesser of the fair market value of the shares on the date
of exercise or the amount realized on the disposition of the shares, over the
exercise price paid for such shares; and (ii) the Company will qualify for a
deduction equal to any such amount recognized, subject to the limitation that
the compensation be reasonable. The Participant will recognize the excess, if
any, of the amount realized over the fair market value of the shares on the date
of exercise, if the shares are capital assets, as short-term or long-term
capital gain, depending on the length of time that the Participant held the
shares, and the Company will not qualify for a deduction with respect to such
excess. In the case of a disposition of shares in the same taxable year as the
exercise of the Option, where the amount realized on the disposition is less
than the fair market value of the shares on the date of exercise, there will be
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no adjustment since the amount treated as an item of adjustment, for alternative
minimum tax purposes, is limited to the excess of the amount realized on such
disposition over the exercise price, which is the same amount included in
regular taxable income.
Non-qualified Options
With respect to Non-qualified Options (i) upon grant of the Option, the
Participant will recognize no income; (ii) upon exercise of the Option (if the
Common Stock are not subject to a substantial risk of forfeiture), the
Participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; and (iii) the Company will be required to comply with applicable
Federal income tax withholding requirements with respect to the amount of
ordinary compensation income recognized by the Participant. On a disposition of
the shares, the Participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the Participant
held the shares.
If the shares acquired upon exercise of a Non-qualified Option are
subject to a substantial risk of forfeiture, the Participant will recognize
income at the time when the substantial risk of forfeiture is removed and the
Company will qualify for a corresponding deduction at such time.
Stock Appreciation Rights
A Participant who receives an SAR will recognize no income on the grant
of such SAR but he or she will recognize ordinary compensation income equal to
the cash received, and the Company will qualify for a deduction of equal amount
subject to the reasonableness of compensation limitation.
Restricted Stock
A Participant who receives Restricted Stock will recognize no income on
the grant of the Restricted Stock and the Company will not qualify for any
deduction. At the time the Restricted Stock is no longer subject to a
substantial risk of forfeiture, a Participant will recognize ordinary
compensation income in an amount equal to the excess, if any, of the fair market
value of the Restricted Stock at the time the restriction lapses over the
consideration paid for the Restricted Stock. A Participant's shares are treated
as being subject to a substantial risk of forfeiture so long as his or her sale
of the shares at a profit could subject him or her to a suit under Section 16(b)
of the Exchange Act. The holding period to determine whether the Participant has
long-term or short-term capital gain or loss begins when the Restriction Period
expires, and the tax basis for the shares will generally be the fair market
value of the shares on such date.
A Participant may elect, under Section 83(b) of the Code, within 30
days of the transfer of the Restricted Stock, to recognize ordinary compensation
income on the date of transfer in an amount equal to the excess, if any, of the
fair market value on the date of such transfer of the shares of Restricted Stock
(determined without regard to the restrictions) over the consideration paid for
the Restricted Stock. If a Participant makes such election and thereafter
forfeits the shares, no ordinary loss deduction will be allowed. Such forfeiture
will be treated as a sale or exchange upon which there is realized loss equal to
the excess, if any, of the consideration paid for the shares over the amount
realized on such forfeiture. Such loss will be a capital loss if the shares are
capital assets. If a Participant makes an election under Section 83(b), the
holding period will commence on the day after the date of transfer and the tax
basis will equal the fair market value of shares (determined without regard to
the restrictions) on the date of transfer.
On a disposition of the shares, a Participant will recognize gain or
loss equal to the difference between the amount realized and the tax basis for
the shares.
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Whether or not the Participant makes an election under Section 83(b),
the Company generally will qualify for a deduction (subject to the
reasonableness of compensation limitation) equal to the amount that is taxable
as ordinary income to the Participant, in its taxable year in which such income
is included in the Participant's gross income. The income recognized by the
Participant will be subject to applicable withholding tax requirements.
Dividends paid on Restricted Stock which is subject to a substantial
risk of forfeiture generally will be treated as compensation that is taxable as
ordinary compensation income to the Participant and will be deductible by the
Company subject to the reasonableness limitation. If, however, the Participant
makes a Section 83(b) election, the dividends will be treated as dividends and
taxable as ordinary income to the Participant, but will not be deductible by the
Company.
Deferred Stock
A Participant who receives an award of Deferred Stock will recognize no
income on the grant of such award. However, he or she will recognize ordinary
compensation income on the transfer of the Deferred Stock (or the later lapse of
a substantial risk of forfeiture to which the Deferred Stock is subject, if the
Participant does not make a Section 83(b) election), in accordance with the same
rules as discussed above under the caption "Restricted Stock."
INDEPENDENT ACCOUNTANTS
The Company currently has selected Arthur Andersen, LLP as its
independent accountants for the year ending December 31, 1999. A representative
of Arthur Andersen, LLP is expected to be present at the meeting with an
opportunity to make a statement if he desires to do so and is expected to be
available to respond to appropriate questions.
SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company. In
addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company may also request brokers, dealers, banks
and their nominees to solicit proxies from their clients where appropriate, and
may reimburse them for reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
Shareholder Proposals and Nominations
Proposals of shareholders intended to be presented at the annual
meeting to be held in 2000 must be received at the Company's offices by December
31, 1999 for inclusion in the proxy materials relating to that meeting.
The Company has provisions in its by-laws intended to promote the
efficient functioning of its shareholder meetings. Some of the provisions
describe the Company's right to determine the time, place and conduct of
shareholder meetings and to require advance notice by mail or delivery to the
Company of shareholder proposals or director nominations for shareholder
meetings.
Under the by-laws, shareholders must provide the Company with at least
120 days notice of business the shareholder proposes for consideration at the
meeting and persons the shareholder intends to nominate for election as
directors at the meeting. This notice must be received for the annual meeting in
the year 2000 on December 31, 1999. Shareholder proposals must include the exact
language of the proposal, a brief description of the matter and the reasons for
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the proposal, the name and address of the shareholder making the proposal and
disclosure of that shareholder's number of shares of Common Stock owned, length
of ownership of the shares, representation that the shareholder will continue to
own the shares through the shareholder meeting, intention to appear in person or
proxy at the shareholder meeting and material interest, if any, in the matter
being proposed. Shareholder nominations for persons to be elected as directors
must include the name and address of the shareholder making the nomination, a
representation that the shareholder owns shares of Common Stock entitled to vote
at the shareholder meeting, a description of all arrangements between the
shareholder and each nominee and any other persons relating to the nomination,
the information about the nominees required by the Exchange Act of 1934 and a
consent to nomination of the person nominated.
Shareholder proposals or nominations should be addressed to Stacy Wilf,
Secretary, ParkerVision, Inc. 8493 Baymeadows Way, Jacksonville, Florida 32256.
Discretionary Voting of Proxies on Other Matters
The Company does not now intend to bring before the Annual Meeting any
matters other than those specified in the notice of the Annual Meeting, and it
does not know of any business which persons other than the Board of Directors
intend to present at the Annual Meeting. Should any business requiring a vote of
the shareholders, which is not specified in the notice, properly come before the
Annual Meeting, the persons named in the accompanying proxy intend to vote the
shares represented by them in accordance with their best judgment.
OTHER BUSINESS
Action may be taken on the business to be transacted at the meeting on
the date provided in the Notice of the Annual Meeting or any date or dates to
which an original or later adjournment of the meeting may be adjourned. As of
the date of this Proxy Statement, the Company does not know of any other matters
to be presented at the meeting. If, however, other matters properly come before
the Annual Meeting, whether on the original date provided in the Notice of
Annual Meeting or any dates to which any original or later adjournment of such
meeting may be adjourned, it is intended that the holders of the proxy will vote
in accordance with their best judgment.
By Order of the Board of Directors
Stacie Wilf
Secretary
Jacksonville, Florida
April 30, 1999
<PAGE>
PARKERVISION, INC. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on June 10, 1999
The undersigned Shareholder(s) of ParkerVision, Inc., a Florida
corporation ("Company"), hereby appoints Jeffrey L. Parker and Stacie Wilf,
or either of them, with full power of substitution and to act without the
other, as the agents, attorneys and proxies of the undersigned, to vote the
shares standing in the name of the undersigned at the Annual Meeting of
Shareholders of the Company to be held on June 10, 1999 and at all
adjournments thereof. This proxy will be voted in accordance with the
instructions given below. If no instructions are given, this proxy will be
voted FOR all of the following proposals.
1. Election of the following Directors:
FOR all nominees listed below except WITHHOLD AUTHORITY to vote for all
as marked to the contrary below |_| nominees listed below |_|
Jeffrey L. Parker, Richard L. Sisisky, David F. Sorrells, Stacie Wilf,
Francesco Bolgiani, William A. Hightower, Todd Parker, William L. Sammons,
Arthur G. Yeager
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space below.
-----------------------------------------------------
2. Approve the amendment to the 1993 Stock Plan.
FOR |_| AGAINST |_| ABSTAIN |_|
3. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment thereof. ~
|_| I plan on attending the Annual Meeting.
Date: ________________________, 1999
--------------------------------------
Signature
--------------------------------------
Signature if held jointly
Please sign exactly as name appears above. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
